Paul J. Donahue, Jr. - Director | PBF Energy (PBF) Executive Profile & Compensation

About Paul J. Donahue, Jr.

Paul J. Donahue, Jr. (age 58) is an independent director of PBF Energy, serving since January 1, 2022; he chairs the Compensation Committee (effective April 30, 2024) and is a member of the Audit Committee, where all members are designated “audit committee financial experts.” He is Managing Partner and Co‑Founder of Black Squirrel Partners, and previously retired from Morgan Stanley in 2020 where he last served as Head of Americas Equity Capital Markets, sat on the Global Capital Markets Operating Committee, and chaired the Equity Underwriting Committee. He holds a degree in Business Economics and Organizational Behavior/Management from Brown University.

Past Roles

Organization	Role	Tenure	Committees/Impact
Morgan Stanley	Head of Americas Equity Capital Markets; Global Capital Markets Operating Committee member; Chairman, Equity Underwriting Committee	Retired in 2020; prior start date not disclosed	Led equity capital markets underwriting and committee oversight
PBF Energy (Board)	Director	Since Jan 1, 2022	Compensation Committee Chair (since Apr 30, 2024); Audit Committee member; Audit “financial expert” designation applies to all Audit members

External Roles

Organization	Role	Tenure	Committees/Impact
Black Squirrel Partners	Managing Partner & Co‑Founder	Current	Growth equity/content platform focus: consumer/retail, technology, music
Servco Pacific Inc. (private)	Director	Appointed 2022	Audit Committee member
TJ Martell Foundation	National Board member	Since 2000	Non-profit governance
All Within My Hands Foundation	Board member	Since 2018	Non-profit governance

Board Governance

Independence: The Board determined Donahue has no material relationship with PBF and is independent under NYSE listing standards.
Committee assignments: Compensation Committee Chair (effective April 30, 2024); Audit Committee member; Nominating/Governance membership not indicated.
Committee expertise: All Audit Committee members, including Donahue, are designated as “audit committee financial experts.”
Meetings and attendance: Board held 7 meetings in 2024; each director participated in at least 75% of Board and committee meetings held while in office. Audit Committee met 5 times with all members attending; Compensation Committee met 5 times with all members attending.
Lead Independent Director: S. Eugene Edwards; independent directors meet in executive session regularly.

Fixed Compensation (Director)

Component	2024 Amount	Notes
Annual cash retainer	$130,000	Paid quarterly; standard for non‑employee directors
Compensation Committee Chair retainer	$20,000 (rate)	Paid pro‑rata for chair tenure in 2024 (Donahue chair from Apr 30, 2024)
Fees earned, total (cash)	$143,333	Actual cash received by Donahue in 2024
Meeting fees	None disclosed	No per‑meeting fees disclosed

Performance Compensation (Director)

Component	Grant Value	Structure	Performance Metrics
Annual equity grant (Class A Common Stock)	$175,000	Fully vested at grant but subject to transfer/sale restrictions that lapse one‑third per year over three years from grant; grant following re‑election at 2024 Annual Meeting	None (time‑based restrictions only; no performance conditions)

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed for Donahue in PBF’s proxy biography
Private/non‑profit boards	Servco Pacific Inc. (Audit Committee); TJ Martell Foundation; All Within My Hands Foundation
Committee interlocks	No Compensation Committee interlocking relationships; members (including Donahue) have no related person transactions requiring disclosure under Item 404 of Regulation S‑K

Expertise & Qualifications

Core skills: Financial analysis, risk management, strategic planning, team leadership, data science, capital markets and finance.
Audit and accounting: Serves on Audit Committee; all Audit members designated “financial experts.”
Education: Brown University, Business Economics and Organizational Behavior/Management.

Equity Ownership

Holder	Total Beneficial Ownership	% of Shares Outstanding	Directly Held	Restricted Shares	Pledged
Paul J. Donahue, Jr.	15,042 shares	<1%	8,877 shares	6,165 shares (vote/dividends; transfer restrictions)	None (company notes no pledges in table)
Director stock ownership guideline	3x annual cash retainer (three times $130,000)	Compliance window: 5 years from initial election; all directors with >5 years have met guidelines	—	—	—

Governance Assessment

Independence and financial expertise: Independent status and Audit Committee “financial expert” designation support Board effectiveness and oversight of financial reporting and controls.
Compensation oversight signals: As Compensation Committee Chair, Donahue oversees a program with strong pay‑for‑performance features—no annual cash bonuses paid to NEOs for 2024 after Adjusted EBITDA threshold was not met; performance awards use TSR with a negative‑TSR cap to limit payouts when absolute returns are negative.
Clawbacks and risk controls: Company adopted an Exchange Act‑compliant clawback policy effective Oct 2, 2023; equity awards include restrictive covenants and potential recoupment for specified events.
Attendance and engagement: Committees (Audit, Compensation) met 5 times each with full member attendance; Board members met attendance thresholds, indicating engagement.
Conflicts and related parties: No significant related‑party transactions involving directors or officers; Compensation Committee reports no interlocks or Item 404 related person transactions among members (includes Donahue).
Shareholder alignment: Director equity grants and stock ownership guidelines (3x retainer, five‑year compliance) promote alignment; insider policy prohibits hedging/pledging.
Shareholder feedback: Say‑on‑Pay approval was ~97.30% at 2024 Annual Meeting, indicating investor support for compensation framework overseen by the Compensation Committee.